This subproject is one of many research subprojects utilizing the resources provided by a Center grant funded by NIH/NCRR. The subproject and investigator (PI) may have received primary funding from another NIH source, and thus could be represented in other CRISP entries. The institution listed is for the Center, which is not necessarily the institution for the investigator. The incidence of age-associated cognitive impairment is increasing rapidly and looms as a major clinical and public health issue. Drugs have been developed to treat dementia and compounds have been tested as preventive agents, and while some progress has been made, non-pharmacologic interventions also require study. Evidence from small or uncontrolled studies indicates that physical exercise and cognitive training have considerable promise as prevention strategies, to the extent that they are often recommended, however their efficacy has not been established by an adequately powered randomized clinical trial (RCT). Our goal is to develop and conduct such a well-designed trial to assess whether a multi-factorial intervention involving physical activity and cognitive training reduces the risk of significant cognitive decline in older individuals. We propose in this application to prepare ourselves for this by conducting a pilot study, which will provide the experience and data to assess whether physical activity and cognitive training separately improve executive function and episodic memory over 6 months, to determine whether a combination intervention holds promise beyond individual interventions without compromising adherence, and to design a well-organized and efficient full scale, multi-center RCT. A composite measure based on executive function and episodic memory is chosen as the primary outcome: these components are important markers of cognitive aging and may be most responsive to our interventions.